Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company ¨

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into Material Definitive
Agreement.

On July 27, 2016, Titan Pharmaceuticals, Inc.
(the “Company”) entered into a venture loan and security agreement (the “Loan Agreement”) with Horizon
Technology Finance Corporation (the “Lender”), which provides for up to $10,000,000 in loans to the Company, including
an initial loan in the amount of $7,000,000 funded upon signing of the Loan Agreement. An additional $3,000,000 loan is subject
to the Company’s achievement of the following milestones on or prior to March 31, 2018:

·

Revenue resulting from royalty payments of not less than $750,000;

·

Execution of a partnership or similar agreement for the marketing and sale of Probuphine in Europe;
and

·

Market capitalization of not less than $50,000,000.

Repayment of the loans is on an
interest-only basis through December 31, 2018, followed by monthly payments of principal and accrued interest for the balance
of the 46-month term. The loans bear interest at a floating coupon rate of one-month LIBOR (floor of 1.10%) plus 8.40%. A
final payment equal to 5.0% of each loan tranche will be due on the scheduled maturity date for such loan. In addition, if
the Company repays all or a portion of the loan prior to the applicable maturity date, it will pay the Lender a prepayment
penalty fee, based on a percentage of the then outstanding principal balance, equal to 4% if the prepayment occurs during the
interest-only payment period, 3% if the prepayment occurs during the 12 months following such period, and 2% thereafter.

The Company’s obligations under the Loan
Agreement are secured by a first priority security interest in all of its assets, with the exception of its intellectual property.
The Company agreed not to pledge or otherwise encumber its intellectual property assets, subject to certain exceptions.

The Loan Agreement includes customary affirmative
and restrictive covenants, excluding any covenants to attain or maintain certain financial metrics, and also includes customary
events of default, including for payment failures, breaches of covenants, change of control and material adverse changes. Upon
the occurrence of an event of default and following any applicable cure periods, a default interest rate of an additional 5% may
be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable
and take such other actions as set forth in the Loan Agreement.

The foregoing description of the Loan Agreement
is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed
as Exhibit 10.23 to this report and is incorporated by reference herein.

In connection with the Loan Agreement, the
Company issued the Lender warrants as described below in Item 3.02 of this report.

Armentum Partners acted as the Company’s
financial advisor and received a fee of 1.5% of the loan facility.

The Company issued a press release on July
27, 2017 announcing its entry into the Loan Agreement, which press release is attached as Exhibit 99.1 to this report.

Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above and referenced
under Item 1.01 that relates to the creation of a direct financial obligation of the Company is hereby incorporated by reference
into this Item 2.03 of this report.

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Item 3.02 Unregistered Sales of Equity Securities.

On July 27, 2017, in connection with its entry
into the Loan Agreement, the Company issued the Lender warrants to purchase an aggregate of 280,612 shares of common stock (the
“Lender Warrants”). The per share exercise price of the Lender Warrants is the lower of (i) $1.96 or (ii) the price
per share of any securities that may be issued by the Company in an equity financing during the next 18 months. The Company issued
the Lender an additional warrant that will only become exercisable upon the funding of the second tranche of the loan, the number
of shares and exercise price to be calculated at such time. The Company has agreed to file a registration statement within the
next 90 days covering the resale of the shares underlying the Lender Warrants.

The foregoing description of the
Lender Warrants is not complete and is qualified in its entirety by reference to the full text of the form of Lender Warrant,
which is filed as Exhibit 4.4 to this report and is incorporated by reference herein.

The Warrants have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state, and were offered
and issued in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) under the Securities
Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

ExhibitNumber

Description

4.4

Form of Lender Warrant

10.23

Venture Loan and Security Agreement, dated July 27, 2017, by and between Titan Pharmaceuticals, Inc. and Horizon Technology Finance Corporation

99.1

Press Release dated July 27, 2017

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.